COMPANY SECRETARY
-A vital link between the company and its Board of Directors, shareholders, government and regulatory authorities and all other stakeholders.
-Ensures that Board procedures are followed and regularly reviewed and provides guidance to Chairman and the Directors on their responsibilities under various laws.
-A Company Secretary being multidisciplinary professional renders services in following areas:
1. Ensure the legal Compliances and Filings requirements.
Company Secretary ascertain that the company stays compliant with all the provisions of the Companies Act, 2013 thoroughly and at all times. Also has the responsibility to file various returns of the company. It includes the filing of annual return, annual financial statement, and other event-based compliances.
2. Maintaining the Company’s Statutory Registers in-house at the registered office of the company.
The companies are required to mandatory maintain several statutory records including the minute’s book, share certificate, ROC documents and various register(s) such as:
1. Register of Directors and KMP
2. Register of Charges
3. Register of Allotments
4. Register of Transfers
5. Register of Members
6. Register of Related Party Transaction(s)
7. Register of Debenture Holders
8. Register of Investment
If the company fails to update and maintain these registers with precision, it can lead to disastrous consequences.
3. Conduct the Meetings of Board of Directors and Members of the company.
The Meeting of the Board must be held frequently at regular intervals for periodic performance assessment or valuation of the company and to figure out the strategies for making managerial decisions for future endeavors and achievements.
It is believed that the main work of Boards takes place officially through their formal Meetings.
The Companies Act, 2013 requires every company to hold at least 4 Board meetings in a financial year and an Annual general meeting.
4. Enhance Corporate governance in the Organization:
Corporate governance is important as it enables organisations to achieve their goals, make formal decisions, control risks and assuring compliance.
In order to stay competitive, corporations should innovate and adapt their corporate governance practices so that they may meet new demands and attain new opportunities.
A Company Secretary (CS) has a critical role to play in company’s administration. He is not just liable to the company but also to its creditors, employees, shareholders, society, and government. He is one of those principal officers of the company who ensures strict compliance with the provisions of the Companies Act.
5. Supporting the chairman
The company secretary advises the Board, through the chairman, on all governance matters. Together they should periodically review whether the Board and the company’s other governance processes are fit for purpose, and consider any improvements or initiatives that could strengthen the governance of the company. The relationship between the company secretary and the chairman is central to creating an efficient Board.
6. Board and committee processes
The company secretary plays a leading role in good governance by helping the Board and its committees function effectively and in accordance with their terms of reference and best practice. All directors should have access to the advice and services of the company secretary. The company secretary builds an effective working relationships with all board members, offering impartial advice and acting in the best interests of the company.
7. Communication with stakeholders
The company secretary is a unique interface between the Board and management and as such they act as an important link between the Board and the business.
8. Disclosure and reporting
In recent years there has been increased emphasis in the quality of corporate governance reporting and calls for increased transparency. The company secretary usually has responsibility for drafting the governance section of the company’s annual report and ensuring that all reports are made available to shareholders according to the relevant regulatory or listing requirements.
9. The Company Secretary Also Provide Following Services to the Company:
a) Protection of companies Intellectual Property Rights.
b) Drafting of Legal Documents.
c) Setting up Subsidiaries, Foreign Collaboration and Joint Ventures.
d) Represent the Company Before Judicial and Quasi-Judicial Bodies.
e) Compliance with Industrial and Labour laws.
f) Compliance with Cyber laws.
g) Setting up Prevention of Sexual Harassment Committee in the Organisation.
h) Participating in formulation of Business Policy, Strategy and Planning.
i) Compliance related to Registration/modification and Satisfaction of Charge.
j) Compliance with Environment and pollution Control Act.
k) Determination of an appropriate capital structure, and analysis of capital Investment Proposal
l) In-house GST Compliances.
m) Development of Management Information System.
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